General Terms & Conditions LMBD – November 2024

LMBD is a law firm, association of lawyers, in the form of LMBD bv, having its registered office located at 1170 Brussels (Belgium), Terhulpensesteenweg 177/7 Chaussée de la Hulpe, enterprise / VAT no. BE 0830.599.716 (Brussels). LMBD also has an office at 8000 Bruges (Belgium), Oosterlingenhuis, Oosterlingenplein 4a.

1. The present general conditions apply to all services rendered by all attorneys of the law firm LMBD (hereinafter “LMBD”) to their clients, it being understood that the clients exclusively contract with LMBD. Possible conflicting (general) terms or conditions of the client (or any third party bearing the financial burden of our services and charges, such as shared services centres or insurance companies) will not apply, save with the express prior and written consent of LMBD.

2. The fact that LMBD accepts an assignment from a client does not imply any obligation either for LMBD or for the client to represent the client also in other matters or files. In the event that the client is a law firm, no direct relationship between LMBD and that third law firm’s client will be deemed to have been established. The client will inform LMBD as soon as possible when he/she/it learns about a conflict of interest or about any other circumstance that would possibly prevent LMBD from assisting the client. LMBD will act in the same manner. The client undertakes to cooperate with all treating lawyers of LMBD and to provide them with all relevant and necessary information, facts, circumstances or data which are necessary and/or useful for the due performance of the assignment. Possible changes to the assignment are only valid when explicitly accepted in writing by LMBD.

3. LMBD attorneys have a duty of professional secrecy and must comply with the rules of ethics of their respective Bars. All correspondence, advices, procedural documents, etc. (the “Documents”) are transmitted by LMBD to its clients under the express condition that such clients maintain the confidential nature of the Documents. The client may only forward these Documents (or the content thereof) to third parties with the express prior and written consent of LMBD. LMBD will use reasonable efforts to protect the confidential nature of the Documents, however will not be liable for any unwanted disclosures which may occur.

The Documents which are essential for the assignment performed by LMBD in principle are archived with LMBD for the period provided by applicable mandatory law and/or Bar regulations, however never for a shorter period than five years following the last service rendered (but without prejudice to possible transfer of files and matters to other law firms or attorneys). This archiving is possibly only done in electronic form.

4. All Documents issued by LMBD are protected by the applicable intellectual property rights and may under no circumstance be used or reproduced without the express prior and written consent of LMBD. All Documents are drafted for a specific situation and a specific client and they can therefore not be transposed or applied to other situations or other persons, without a new analysis by LMBD or other legal counsel. The agreement between LMBD and the client does not transfer any industrial or intellectual property rights to the client, unless and to the extent this is explicitly agreed in writing.

5. Unless agreed to the contrary between LMBD and the client to proceed otherwise, LMBD shall invoice its services at the hourly rates jointly determined, as mentioned in the engagement letter (as the case may be) and to changes may occur from time to time, increased by the lumpsum general office charges and the expenses directly related to the matter (including i.a. publication costs or expenses for third parties to whose services LMBD has appealed for the file as i.a. mentioned in article 9 below). The fees and certain charges of LMBD are subject to VAT, as per applicable law. Services rendered by LMBD are deemed to be rendered in the framework of the client’s professional activities, unless the client advises LMBD otherwise. Fee estimates and proposals and hourly rate quotes do not include VAT, unless otherwise stated. LMBD reserves the right to ask for a retainer (“provision” / “provisie”) before starting to perform its services, in which event, and except as explicitly agreed otherwise, the services will not be commenced before LMBD will have received the requested retainer. When appropriate, elements other than logged time can be taken into account in order to determine the fees (for instance, the nature of the services rendered, the results obtained, the urgent nature of the assignment, etc.).

6. The invoices of LMBD are in Euros and shall be payable 30 calendar days after the date of the invoice, without discount, at the registered office of LMBD. All other payment methods are exceptional and non-recurrent and must be explicitly agreed. Failing timely payment of an invoice, (i) and additionally taking into account that payment of the invoices constitutes an obligation of result for the client, LMBD has the right to suspend or terminate its services, with immediate effect and in compliance with the applicable rules of ethics of the Bars of which the attorneys of LMBD form part, or of the Bar of the lawyers at the Supreme Court (“Orde van advocaten bij het Hof van Cassatie” / “Ordre des avocats à la Cour de Cassation”) (as applicable), without prejudice to the entitlement to damages, and (ii) interest on late payment will be due, by force of law and without prior notice, as of the date of the invoice, amounting to the reference interest rate increased by eight percentage points as meant in Article 5, second paragraph, of the Act of 2 August 2002 relating to the combat of payment delays in commercial transactions (as possibly amended from time to time), as well as a lump sum indemnity of at least 20 euros, it being understood that in the event that the client is a consumer as meant in Article I.1, first paragraph, 2° of the Code of Economic Law (CEL), the above-mentioned lump sum indemnity is being reduced to the maximum amount meant in Article XIX.4 CEL and the applicable legal rules with respect to prior notice(s) to consumers are to be observed. Payment by a client to LMBD is first allocated to the costs which the client is due, subsequently to the due interest and eventually to the outstanding amount in principal.
Objections concerning the invoice have to be directed explicitly in writing to LMBD within 10 calendar days following receipt of the invoice.

7. LMBD is not contractually or extra-contractually liable except in the event of failure to perform the essential obligations which are the subject matter of the agreement with the client or in the event of fraud, intentional shortcoming or gross error, as well as in the event of intentional shortcoming of its assistant or in the event of a fault of LMBD or its assistant which affect the life or physical integrity of a person. This also applies to the liability of the client.
Without prejudice to the above, LMBD or, as the case may be, the client is not (contractually or extra-contractually) liable for any intangible, indirect or consequential damages.
Without prejudice to the foregoing and subject to the mandatory exceptions provided by law, the client may not hold LMBD extra-contractually liable for damage caused by the non-performance of a contractual obligation.
Without prejudice to the foregoing and subject to the mandatory exceptions provided by law, the client may not hold LMBD’s auxiliaries extra-contractually liable for damage caused by the non-performance of a contractual obligation due to the fault of such auxiliaries. I.a. employees, independent contractors, subcontractors, attorneys and directors of LMBD are considered to be auxiliaries.
Without prejudice to the above, the possible liability of LMBD (either contractually or in tort or otherwise) vis-à-vis its clients and third parties, and the liability of all attorneys and administrative staff who are either part of LMBD or work for the account of LMBD and the liability of other auxiliaries of LMBD, is limited at all times to the amount actually paid out for that particular liability matter by the relevant insurer(s) covering the professional liability of the LMBD and/or its respective attorneys. In the event and to the extent that no monies are paid out under the professional liability insurance for any reason whatsoever, the liability of LMBD and the liability of all the attorneys and administrative staff who are either part of LMBD or work for the account of LMBD, will be limited to three times the aggregate amount of the fees invoiced and effectively received from the client in the relevant case by LMBD during a period of twelve months preceding the fact which gave rise to LMBD’s liability. The applicable insured amount and the terms and conditions of the relevant insurance policies will be provided by LMBD at the client’s first request and amounts, in principle, to EUR 10,000,000 (situation on 1 January 2024). Any claim against LMBD and/or any attorney or member of staff who is part or has performed work for the account of LMBD has to be notified explicitly and in writing to LMBD within one year after the date on which the services which are the basis of such claim have been rendered.
The professional liability of LMBD is insured with MS AMLIN INSURANCE SE (having its registered office at 1030 Brussels, Koning Albert II laan 37, with enterprise number 0644.921.425) through Vanbreda Risk & Benefits as broker, policy number LXX034899 (collective insurance “civil professional liability”). A supplemental professional liability insurance was entered into by LMBD with ZURICH INSURANCE EUROPE AG., a company governed by the laws of Germany with company HRB number 133359, having its Belgian branch located at 1930 Zaventem, Da Vincilaan 5, with enterprise number 0882.245.682, policy number 5036838. These policies contain in principle a worldwide coverage, with some limitations for the USA and Canada and subject to the precise terms and exceptions under these policies. The coverage relates to civil liability for damages or losses suffered by third parties, including clients, as a result of acts in the performance of the profession of lawyer, as well as (inter alia) the activities of arbitrator in legal matters, fee taxations, lawyer-mediator and a certain number of judicial functions.
In the event of urgent requests, LMBD may not be able to verify all relevant facts and/or carry out the normally required legal research and/or duly analyse the matter. When LMBD nevertheless renders advice in any such urgent matter, this will be to the best of its ability given the limited timeframe. However, LMBD shall never be liable, for any matter or reason whatsoever, for any potential oversight or for any mistake resulting from the urgency.

8. The client shall hold LMBD, the attorneys and staff who are part of LMBD and/or the attorneys and staff who work for the account of LMBD, harmless against any claim made by a third party and which is based on the services rendered by LMBD for the account of the client, except in the event of gross negligence by LMBD, its attorneys or its staff.

9. With a view to optimizing the quality and/or cost of services and/or in cross-border matters and/or as a result of legal regulations, LMBD may elect to entrust certain specific assignments to other attorneys or legal experts or experts who are not part of LMBD.

10. Due to European Union Know-Your-Client rules, among others, LMBD is legally obliged to obtain certain documents and information about the client. The client must provide said information and documents at the first request from LMBD.
In addition, LMBD and its attorneys, as all other Belgian law firms and attorneys, are subject to certain anti-money laundering rules and obligations. Such rules and obligations may, i.a., oblige LMBD to obtain additional information, e.g., with respect to the client’s UBOs (ultimate beneficial owners), which the client undertakes to provide upon first request from LMBD.
In order to carry out its role as lawyer in the cases entrusted to it, or to continue its relations, contractual or otherwise, LMBD collects certain data, namely the identity (surname, first name, function) as well as, if necessary and according to the needs, certain contact information (such as address, telephone number, email address, VAT number, bank account, etc.) and other personal data (such as copy of passport or identity card, marital status, financial situation, personal history, etc.). These data are necessary to the practice of the legal profession and/or the adequate treatment of the cases which are entrusted to LMBD. They are processed in accordance with EU and national data protection laws. The controller of these data is LMBD, tel. +3226632800.They will be treated by LMBD for the purposes of the relation and/or the practice of the legal profession and, where appropriate, by a third party (for example, a carrier, a bailiff, a correspondent attorney, a provider of IT services, accountant, etc.). They will be kept throughout the duration of the relation, and/or of the case, and at least ten years after the end of it due to the obligations of LMBD as association of attorneys. The data subject has the right to be informed on the purposes for which his/her data will be processed and as to who will have access to his/her data. This person has the right to object to the processing of his/her personal data and to request that such processing would be limited without making it impossible to perform the lawyer’s duties or the proper treatment of the case. The data subject has the right to access the data which LMBD has recorded and to request corrections or even deletion, within the same limits. This person has the right to receive, or have transmitted to a third party, all personal information about him/her, in a portable and readable format, within the same limits. In case of doubt, the data subject can contact LMBD, or file a complaint with the Data Protection Authority: Rue de la Presse 35, 1000 Brussels, tel.: +322 274 4800 or contact@apd-gba.be

11. The client shall not enter into a settlement as provided in the CEL and/or file any application for judicial reorganization, bankruptcy or any similar proceedings without giving prior notice in writing to LMBD, at least three working days before the execution of the settlement or the filing of the application.

12. LMBD and the client each have the discretionary right to terminate the assignment of LMBD in writing at any time. In this case, all fees and costs of LMBD, whether already invoiced or not, will become immediately due and payable.

13. The agreement between LMBD and the client is exclusively governed by Belgian law (excluding its conflict of law provisions which would lead to the application of any other law). In case of a dispute, the courts of Brussels (Belgium), have exclusive jurisdiction, without prejudice to the right of LMBD to initiate proceedings before the courts of the place of residence or of the registered office of the client and without prejudice to certain Bar regulations which may impose the intervention of the applicable Bar authorities.

14. Following due review of these general terms and conditions, the parties declare that the provisions of these general terms and conditions and of the engagement letter do not create any apparent imbalance between their mutual rights and obligations and that the contents thereof reflect an arrangement which each of them actually wanted to reach.

15. If all or part of one of the provisions of these terms and conditions is declared to be null and void, unlawful or unenforceable, this will have no impact on the validity of the other provisions. Provisions which are affected by nullity, unlawfulness or unenforceability, remain binding for the part thereof that is legally allowed. Without prejudice to the foregoing, the invalid, unlawful or unenforceable provision or the relevant part thereof, is deemed, if required following consultation between the parties, to be replaced by an appropriate and equitable provision which, to the extent permitted under applicable law, is as close as possible to the cause and the subject matter of the invalid, unlawful or unenforceable provision. The same applies in the event that the parties unintentionally have not addressed a given matter in their agreement, in which case an appropriate and equitable provision is deemed to have been agreed which is as close as possible to what the parties, given the cause and the subject matter of the agreement, would have agreed if they had addressed the matter explicitly.

16.The client is not entitled to assign any rights or obligations towards LMBD to third parties without the prior written consent of LMBD. A partial or total assignment without such prior consent shall not be enforceable vis-à-vis LMBD.